Terms of use.

Northaxis, Inc. (“Northaxis,” “we,” “us” or “our”) owns or operates websites, including northaxis.com, this site and related domains, and offers a number of commercial internet services that may be accessed via the internet through a variety of devices. These Terms of Use govern all access to and use of those websites (collectively, the “Sites”) and the services and products available from Northaxis, including those available at or through the Sites (collectively, the “Northaxis Services”).

The Sites and the Northaxis Services are owned and operated by Northaxis. Your visit to the Sites and access to the Northaxis Services is offered subject to your acceptance, without modification, of all the terms and conditions contained here, which we may revise and update from time to time without notice to you, along with all other operating rules, policies and procedures we may publish from time to time (collectively, the “Terms of Use”).

Consent & Acknowledgements

By accessing the Sites or using any Northaxis Services, you are consenting to these Terms of Use and our privacy practices, as described in our Privacy Policy. You are representing that you are of legal age to form a binding contract and are not barred from receiving goods or services under the laws of any applicable jurisdiction, and that all information you provide to Northaxis is true, accurate and complete, and that you will keep it that way. Any breach of this section, or a reasonable belief by Northaxis of such a breach, gives Northaxis the right to immediately terminate your account and refuse to provide any current or future Northaxis Services. When using the Northaxis Services, you agree to comply with all applicable local, state, federal and international laws, rules and regulations.

Please read these Terms of Use carefully before accessing the Sites or otherwise using the Northaxis Services. By accessing the Sites or using any part of the Northaxis Services, you (either an individual or a legal entity you represent as an authorized employee or agent) agree that you are bound by these Terms of Use, including the binding arbitration terms below. If you do not agree to all the terms and conditions of these Terms of Use, you may not access the Sites, the Northaxis Services, or any part of them.

Access to the Sites and Use of the Northaxis Services

General, public content available on the Sites may be accessed and viewed by anyone. The Northaxis Services, however, are available only to individuals who are at least 18 years of age; if you do not qualify, please do not attempt to register for an account or use the Northaxis Services. Northaxis may refuse to offer the Northaxis Services to any person or entity at any time, and may change its eligibility criteria at any time, in its sole discretion.

Account Registration

To use the Northaxis Services, you must register to create an account. During registration you will be required to provide certain information and establish a username and password. You represent and warrant that this information is accurate, current and complete, and you agree to keep it that way. Northaxis reserves the right to suspend or terminate your account if information provided during registration, or thereafter, proves inaccurate, outdated or incomplete. You are responsible for safeguarding your password, for taking sole responsibility for any activity under your account, whether or not authorized by you, and for immediately notifying us of any unauthorized access to or use of your account. By signing up, you agree that Northaxis may send you occasional emails relevant to your use of the Northaxis Services.

Giving Us Access to Other Accounts and Services

Some Northaxis Services may require you to give us access to your systems (for example, your CRM) or to provide login information for accounts or services you have with third-party providers, including marketing and analytics platforms. When you provide this information or access, you consent to our use of it as described in these Terms of Use, and you represent that you have read all terms governing such access and that you have the necessary rights to give it to us.

Rights to Use; Prohibited Activities

Subject to your compliance with these Terms of Use, we grant you a personal, non-transferable, non-exclusive, revocable, limited license to access the Sites and use the Northaxis Services solely as permitted here. We reserve all rights not expressly granted to you.

By accessing the Sites or using the Northaxis Services, you agree not to:

• Make available any content that is unlawful, harmful, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable, or for which you do not have sufficient legal rights.
• Use the Sites or Northaxis Services to violate our rights, the rights of any third party, or any applicable law, or to violate any contractual or fiduciary obligation.
• Interfere with, disrupt, or adversely affect the functionality of the Sites, the Northaxis Services, or any related software, hardware or telecommunications equipment.
• Collect or store personal data of third parties without their knowledge and informed consent.
• License, sell, transfer, assign, distribute, host or otherwise commercially exploit the Sites or Northaxis Services.
• Modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the Sites or Northaxis Services, or use them to build a similar or competitive product without our express prior written consent.
• Attempt to gain unauthorized access to another user’s account or activities, upload viruses or harmful code, use scrapers, crawlers, bots or other automated means to access or query the Sites or Northaxis Services, or attempt to circumvent any access restriction or security procedure we use.

All use of the Sites and Northaxis Services must be lawful, and you agree to notify us if you learn of any misuse.

Northaxis Communications

You acknowledge and agree that we may send you periodic communications in connection with your use of the Sites or Northaxis Services, such as administrative messages, technical bulletins, notices about fees, transactional information and product announcements, and that you will not be able to opt out of these other than by requesting that we delete your account. These electronic communications are part of your relationship with Northaxis, and you agree that any notice, agreement, disclosure or other communication we send electronically satisfies any legal requirement that such communications be in writing.

Notices

Any notice permitted or required under these Terms of Use, including notice of modifications, will be given by Northaxis via email to the address you provide, or by posting to the Sites or otherwise through the Northaxis Services. For notices by email, the date of receipt is deemed the date the notice is transmitted.

Modification of the Sites and the Northaxis Services

Northaxis reserves the right, at its sole discretion and at any time, to modify, suspend or discontinue, temporarily or permanently, the Sites or the Northaxis Services, with or without notice. Northaxis will not be liable if, for any reason, all or part of the Sites or Northaxis Services are unavailable for any period. By continuing to access or use the Sites or Northaxis Services after we post notice of a modification, you agree to be bound by the modified Terms of Use; if the modifications are not acceptable to you, your only recourse is to stop accessing the Sites and using the Northaxis Services.

Account Cancellation; Termination

If you breach these Terms of Use, Northaxis may block your access to the Sites or Northaxis Services, suspend or disable your account, or terminate these Terms of Use, at its sole discretion and without prior notice. You may terminate these Terms of Use at any time by writing to delete@northaxis.com to delete your account and discontinuing all use of the Sites and Northaxis Services. We may deactivate an account due to prolonged inactivity, and may retain removed content from deleted or deactivated accounts for archival purposes. Provisions governing indemnification, prohibited uses, disclaimers of warranties, limitation of liability, and any other provision intended to survive termination will do so.

Fees

Where Northaxis Services are provided under a paid engagement, applicable fees, billing terms and payment methods are set out in the agreement governing that engagement rather than on this site.

Northaxis Privacy Policy

All information collected or otherwise obtained by Northaxis in connection with the Sites and Northaxis Services is subject to our Privacy Policy, which is incorporated into these Terms of Use by reference. By accessing the Sites or using the Northaxis Services, you consent to our privacy practices as described there.

Ownership

You retain ownership of your rights in information you provide to us in connection with the Northaxis Services. You grant Northaxis and its affiliates, partners and service providers a worldwide, sublicensable, royalty-free, transferable and non-exclusive license to use that information, including your PII, as described in these Terms of Use, and you represent that you have the rights necessary to grant that license. The Sites, the Northaxis Services and all related content are protected by copyright, trademark and other intellectual property laws; as between you and us, Northaxis owns all right, title and interest in the Sites, the Northaxis Services and related content. You will not remove, alter or obscure any proprietary rights notice on the Sites or the Northaxis Services.

Third-Party Sites

The Sites and Northaxis Services may link to third-party websites or resources. These are not under Northaxis’s control, and Northaxis is not responsible for their content, functions, accuracy, legality or appropriateness, and does not endorse them. If you access or use any such content, product or service, you do so entirely at your own risk.

Indemnity

You agree to defend, indemnify and hold Northaxis, its officers, directors, employees, agents, subsidiaries, affiliates, partners and licensors harmless from and against any claims, liabilities, damages, losses, demands, expenses or fees, including reasonable attorneys’ fees, arising out of or relating to your violation of these Terms of Use, your violation of any rights of ours or of another, your use of or access to the Sites or Northaxis Services, or your violation of any applicable law in connection with that use or access.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITES AND THE POSITION2 SERVICES IS AT YOUR SOLE RISK. THE SITES AND POSITION2 SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. POSITION2 EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. POSITION2 MAKES NO WARRANTY OR REPRESENTATION THAT THE SITES OR THE POSITION2 SERVICES WILL MEET YOUR REQUIREMENTS, THAT ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE OR RELIABLE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER POSITION2 NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, PARTNERS OR LICENSORS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITES OR THE POSITION2 SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF POSITION2 EXCEED ONE THOUSAND UNITED STATES DOLLARS ($1,000). THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Proprietary Rights and Notices

All trademarks, service marks, logos, trade names and other proprietary designations of Northaxis used in connection with the Sites and Northaxis Services are trademarks or registered trademarks of Northaxis; those of any third party belong to their respective owners. You will not reverse engineer, decompile or disassemble any part of the Sites or Northaxis Services, create derivative works based on them without our prior written permission, use them for timesharing or service-bureau purposes, or remove any proprietary notice.

Feedback

You may, from time to time, submit or recommend features, functionality, comments, ideas or other information (“Feedback”) that we may incorporate into the Sites, the Northaxis Services or other Northaxis products. You grant Northaxis a worldwide, non-exclusive, royalty-free, perpetual right and license to use and incorporate that Feedback into any Northaxis product or service without obligation, payment or restriction.

Governing Law

These Terms of Use and your relationship with Northaxis are governed by the laws of the State of California, without regard to its conflict-of-law provisions. Any dispute, controversy or claim arising out of or relating to these Terms of Use, or your access to or use of the Sites or Northaxis Services, will be settled exclusively by binding arbitration administered under the Rules of the American Arbitration Association in Santa Clara County, California, on an individual basis, and will not be consolidated with any dispute or claim of any other party. By visiting the Sites or using the Northaxis Services, you waive all rights to a trial in any action or proceeding relating to these Terms of Use.

Entire Agreement; Assignment; General

Except as expressly superseded by a written agreement between you and Northaxis, these Terms of Use constitute the entire understanding between us regarding the Sites and Northaxis Services, and supersede any prior or contemporaneous understandings. You may not assign or transfer these Terms of Use without Northaxis’s prior written consent; Northaxis may assign or transfer them at its sole discretion. Our failure to exercise or enforce any right or provision is not a waiver of it; a waiver is effective only if in writing and signed by an authorized Northaxis representative. If any provision is found invalid by a court of competent jurisdiction, the remainder of these Terms of Use remains in full force and effect. Any claim arising out of or related to these Terms of Use must be filed within one year after it arose, or be forever barred.

Contact

All feedback, comments, requests for technical support and other communications relating to the Sites or the Northaxis Services should be directed to info@northaxis.com.